Medium

What is accretion/dilution in M&A?

How to answer it in an investment banking interview: what is being tested, a step-by-step framework, a sample answer and the mistakes to avoid.

Free 13-page guide on Gumroad, instant download

Next step: Score your answers against 50 IB rubrics, $9. 50 investment banking questions, one rubric each, PDF on Gumroad.

Practiced one out loud? Paste your answer into the free self-check and get a score in 30 seconds

What the interviewer is testing

Whether you can explain the EPS test behind deals, list the pro forma adjustments and use the shortcut, while knowing its limits.

Answer framework

  1. Definition: compare the buyer's pro forma EPS after the deal with its standalone EPS; higher is accretive, lower is dilutive.
  2. Pro forma net income: buyer + target net income + after-tax synergies - after-tax interest on new debt - lost after-tax interest on cash used - after-tax D&A from asset write-ups.
  3. Pro forma shares: buyer shares + new shares issued.
  4. Shortcut: compare the target's earnings yield at the purchase price with the weighted after-tax cost of the funding.
  5. Limits: EPS accretion does not mean the deal creates value.

Sample answer

Accretion or dilution measures whether an acquisition raises or lowers the buyer's earnings per share. I calculate pro forma EPS for the combined company and compare it to the buyer's standalone EPS. If it goes up, the deal is accretive; if it goes down, dilutive.

Pro forma net income starts with both companies' net income, adds after-tax synergies, then subtracts the after-tax cost of financing: interest on new debt, interest income lost on cash used, and extra depreciation and amortization from writing up the target's assets. The share count increases by any new shares issued to the target's shareholders.

A quick shortcut is to compare yields. The target's earnings yield is its net income divided by the purchase price. The cost of each funding source is after-tax interest for debt, the lost after-tax interest yield for cash, and the buyer's earnings yield, the inverse of its P/E, for stock. If the target's yield is above the weighted cost, the deal is accretive before synergies and write-ups. Accretion is not the same as value creation, though: a buyer can overpay and still show accretion by using cheap debt, so I also look at return on invested capital and intrinsic value.

Likely follow-ups

Can a deal be dilutive and still make sense? Yes, if it adds strategic value or growth that a short-term EPS test misses, for example buying a fast-growing but low-earning target.

Common mistakes

Free guideStart with the free IB Top 30

IB Interview: Top 30 Questions covers the 30 most-asked investment banking interview questions with model answers. 13 pages, free on Gumroad.

Get the free Top 30

Next step: Score your answers against 50 IB rubrics, $9. 50 investment banking questions, one rubric each, PDF on Gumroad.

Related questions

Based on question #52 in the full question bank.